Areas of Practice
M&A - Business Transactions
(M&A Purchase Agreements, Asset Purchase Agreements, Term Sheet Negotiations, 1202 QSBS treatment, Legal Due Diligence, and General Counsel)
Business Formation
(Corporations, Bylaws, Stock Purchase Agreements, Founder Agreements, Vesting Agreement, IP Transfer Agreements) (Limited Liability Company (LLC), Operating Agreement, Member Meetings, Ownership Certificates)
Employment Law and Compliance
(Contact Preparation, Contract Review, Stock Grants, Stock Purchase Agreement, Stock Buyback Agreements and Severance Package Negotiation)
Shareholder Agreements
(Shareholder Agreements, Stock Purchase Agreements, Stock Buy-Back, and Stock Vesting)
Privacy Compliance
(Term of Service (TOS) Terms of Use (TOU) Privacy Policy, (PP) GDPR and CCPA Compliance)
Venture Capital
(Seed, Angel, Series A, B, C, D Round Financing, and Convertible Note, and SAFE Financing)
Contract Negotiation
(Contract review, Contract Drafting, Contract Negotiation, Contract Enforcement)
Licensing Agreements
(Licensing Agreements, White Label Agreements, and Software Licensing Agreements)
Startup Law
(Incorporation, Founder Agreements, Equity Distributions, Stock Option Pools, IP transfer Agreements, 83(b) filings, Stock Vesting)
Founder Dispute Resolution
(Founder Exit Negotiations, Severance Agreements, Termination Notices, Stock Buyback Negotiations)
Intellectual Property Law
(Trademarks, Copyrights and Patents)
Business Financing
(Private Placement Memorandum (PPM) and Private Equity Acquisitions)
Corporations
The owners of a corporation are its shareholders, who generally only have limited liability to the extent of their monetary contributions. In addition to this limited liability for shareholders, corporations have the unique characteristics of free transferability of shares, perpetual existence and centralized management.
A corporation must also finance its business operations. It most commonly does so by selling equity and debt securities. Equity securities include common stock (an equity security that represents the corporation’s residual value) and preferred stock (an equity security that is given certain rights and preferences over common stock). Debt securities include debentures, bonds and notes.
Corporations are created in accordance with the laws of their state of incorporation. A corporation can only be incorporated in one state, although it can do business in all other states in which it qualifies to do so. For convenience purposes, most corporations choose to incorporate in the state where they will do most of their business. Some corporations choose to incorporate in a state with laws that are most favorable to the corporation’s internal operations.
Need Help
We offer a free consultation with an experienced Business Law Attorney. Confidentiality is ensured and professionalism is a given. We advise companies on incorporation, employment, angel and venture capital financing, stock purchase agreements, employee equity plans, intellectual property protection, licensing, joint venture agreements, and mergers & acquisitions (M&A).